Undewriting Agreement – Wal-Mart Stores, Inc.

WAL-MART STORES, INC.

DEBT SECURITIES

UNDERWRITING AGREEMENT

April 11, 2011

The Underwriters Listed on Schedule I

to the applicable Pricing Agreement (as defined herein)

Ladies and Gentlemen:

From time to time WAL-MART STORES, INC., a Delaware
corporation (the “Company”), proposes to enter into one or more Pricing
Agreements (each, a “Pricing Agreement”) in the form of Annex I hereto, with
such additions and deletions as the parties thereto may determine, and, subject
to the terms and conditions stated herein and therein, to issue and sell to the
firms named in Schedule I to the applicable Pricing Agreement (such firms
constituting the “Underwriters” with respect to such Pricing Agreement and the
securities specified therein) certain of its debt securities (the “Securities”)
specified in Schedule II to such Pricing Agreement (with respect to such Pricing
Agreement, the “Designated Securities”).

The terms of any particular issuance of Designated Securities
and the rights of the holders of such Designated Securities shall be as
specified in the applicable Pricing Agreement and in or pursuant to the
indenture (the “Indenture”) identified in such Pricing Agreement. References in
this Agreement to “the Pricing Agreement” are to the applicable Pricing
Agreement relating to the particular issuance and sale of Designated Securities
specified therein.

1. Introduction. Particular sales of Designated
Securities may be made from time to time to the Underwriters of such Designated
Securities, for whom the firms designated as representatives of the Underwriters
of such Designated Securities in the Pricing Agreement will act as
representatives (the “Representatives”). The term “Representatives” also refers
to a single firm acting as sole representative of the Underwriters and to
Underwriters who act without any firm being designated as their representative.
This Underwriting Agreement shall not be construed as an obligation of the
Company to sell any of the Securities or as an obligation of any Underwriter to
purchase any of the Securities. The obligation of the Company to issue and sell
any of the Securities shall be evidenced by the Pricing Agreement with respect
to the Designated Securities specified therein. The Pricing Agreement shall
specify, with respect to the purchase and sale of the Designated Securities
pursuant thereto, (a) in Schedule I thereto (i) the names of the Underwriters of
the Designated Securities and (ii) the principal amount of Designated Securities
to be purchased by each Underwriter at the Time of Delivery (as defined in
Section 4 hereof) and (b) in Schedule II thereto (i) the title or titles of the
Designated Securities, (ii) the aggregate principal amount or amounts of the
Designated Securities, (iii) the price or prices of the Designated Securities to
the public, (iv) the purchase price or prices of the Designated Securities to
the Underwriters, and, to the extent applicable, any selling concession or
concessions and reallowance concession or concessions applicable to the
Underwriters and dealers, as the case may be, (v) specified funds, if not
immediately available funds, for payment

of the purchase price for the Designated Securities, (vi) the
title of the Indenture under which the Designated Securities are being issued,
(vii) the maturity or maturities of the Designated Securities, (viii) the
interest rate or rates of the Designated Securities or the manner in which the
interest rate or rates are to be determined, (ix) the interest payment dates of
the Designated Securities, (x) the record dates for the payment of interest on
the Designated Securities, (xi) the redemption provisions, if any, of the
Designated Securities, (xii) the sinking fund provisions, if any, of the
Designated Securities, (xiii) the Time of Delivery, (xiv) the closing location
with respect to the closing of the sale of the Designated Securities pursuant to
this Agreement and the Pricing Agreement, (xv) the name or names and address or
addresses of the Representatives of the Underwriters, (xvi) such other terms,
conditions and other provisions of the Designated Securities as are established
in accordance with the Indenture and (xvii) such other terms, conditions and
other provisions that supplement, amend or modify this Agreement with respect to
the Designated Securities or the Indenture. The Pricing Agreement shall be in
the form of an executed writing (which may be in counterparts), and may be
evidenced by an exchange of telegraphic communications or any other rapid
transmission device designed to produce a written record of communications
transmitted. The obligations of the Underwriters under this Agreement and the
Pricing Agreement shall be several and not joint.

2. Representations, Warranties and Agreements of the
Company. The Company represents and warrants to, and agrees with, each of
the Underwriters that:

(a) An “automatic shelf registration statement” (as defined
in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”))
in respect of the Securities (File No. 333-156724) has been filed on Form S-3
with the Securities and Exchange Commission (the “Commission”); such
registration statement and any post-effective amendment thereto, each in the
form heretofore delivered or to be delivered to the Representatives and,
excluding exhibits to such registration statement but including all documents
incorporated by reference in each prospectus contained therein, delivered to the
Representatives for each of the other Underwriters, became effective under the
Securities Act upon filing with the Commission; no other document with respect
to such registration statement or any such document incorporated by reference
therein has heretofore been filed or transmitted for filing with the Commission
except for (i) any prospectuses, preliminary prospectus supplements, prospectus
supplements, documents incorporated by reference therein and final term sheets
constituting issuer free writing prospectuses for purposes of Rule 433 under the
Securities Act previously filed in connection with the offer and sale of
Securities (other than the Designated Securities) pursuant to such registration
statement, (ii) any prospectus and preliminary prospectus supplement relating to
the Designated Securities and (iii) any other documents identified in the
Pricing Agreement with respect to the Designated Securities; no stop order
suspending the effectiveness of such registration statement or any
post-effective amendment thereto has been issued, no proceeding for that purpose
has been initiated or threatened by the Commission, and no notice of objection
of the Commission to the use of such registration statement or any
post-effective amendment thereto for the registration of the offer and sale of
the Securities by the Company pursuant to Rule 401(g)(2) under the Securities
Act has been received by the Company (the base prospectus filed as part of such
registration statement, in the form in which it has most recently been filed
with the Commission prior to or on the date of the Pricing Agreement relating to
the Designated Securities, being hereinafter called the “Base Prospectus”; any
preliminary prospectus

(including any preliminary prospectus supplement) relating to
the Designated Securities filed with the Commission pursuant to Rule 424(b)
under the Securities Act, being hereinafter called a “Preliminary Prospectus”;
the various parts of such registration statement, including all exhibits thereto
(other than the Form T-1 of The Bank of New York Mellon Trust Company, N.A.) and
any prospectus supplement relating to the Designated Securities that is filed
with the Commission and deemed by Rule 430B under the Securities Act to be part
of such registration statement, each at the time such part of such registration
statement became effective, being hereinafter called the “Registration
Statement”; the Base Prospectus, as amended or supplemented immediately prior to
the Applicable Time (as defined in Section 2(d) hereof), including, without
limitation, any Preliminary Prospectus relating to the Designated Securities,
being hereinafter called the “Pricing Prospectus”; the form of the final
prospectus (including the final prospectus supplement) relating to the
Designated Securities filed with the Commission pursuant to Rule 424(b) under
the Securities Act in accordance with Section 5(a) hereof being hereinafter
called the “Prospectus”; any reference herein to the Base Prospectus, any
Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed
to refer to and include the documents incorporated by reference therein pursuant
to Item 12 of Form S-3 under the Securities Act, as of the date of such
prospectus; any reference to any amendment or supplement to the Base Prospectus,
any Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be
deemed to refer to and include any documents filed after the date of such
prospectus under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and incorporated by reference in such prospectus; any reference to any
amendment to the Registration Statement shall be deemed to refer to and include
any annual report on Form 10-K of the Company filed pursuant to Section 13(a) or
15(d) of the Exchange Act after the applicable effective date of the
Registration Statement and that is incorporated by reference in the Registration
Statement; and any “issuer free writing prospectus” (as defined in Rule 433(h)
under the Securities Act) relating to the Designated Securities being
hereinafter referred to as an “Issuer Free Writing Prospectus”);

(b) The documents incorporated by reference in the Pricing
Prospectus and the Prospectus or any amendment or supplement thereto, when they
became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the Securities Act or
the Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder, and none of such documents contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; and any further
documents so filed and incorporated by reference in the Prospectus or any
further amendment or supplement thereto, when such documents become effective or
are filed with the Commission, as the case may be, will conform in all material
respects to the requirements of the Securities Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission thereunder and will
not contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in reliance upon
and in conformity with information furnished in writing to the Company by an
Underwriter of Designated Securities through the Representatives expressly for
use therein;

(c) The Registration Statement and the Pricing Prospectus
conform, and the Prospectus and any further post-effective amendments to the
Registration Statement and the Prospectus will conform, as of the date on which
they become effective or are filed with the Commission, as the case may be, in
all material respects to the requirements of the Securities Act and the Trust
Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and
regulations of the Commission thereunder, and do not and will not, as of the
applicable effective dates as to the Registration Statement and any
post-effective amendments thereto, as of the applicable filing date as to the
Pricing Prospectus and as of the applicable filing date and the Time of Delivery
as to the Prospectus and any amendment or supplement thereto, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not
apply to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Company by an Underwriter of
Designated Securities through the Representatives expressly for use therein;

(d) The Pricing Prospectus, together with the pricing terms
for the offering of the Designated Securities and the terms and conditions of
the Designated Securities specified in the Final Term Sheet (as defined in
Section 5(a) hereof) prepared and filed pursuant to Section 5(a) hereof, did
not, as of the time and date designated in the Pricing Agreement as the
“Applicable Time” (which the Company and the Representatives have agreed is, as
to the issue and sale of the Designated Securities, immediately prior to the
time when sales of the Designated Securities to the public are to be first
confirmed orally or in writing), contain an untrue statement of a material fact
or omit to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided, however, that this representation and warranty shall not
apply to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Company by an Underwriter of
Designated Securities through the Representatives expressly for use therein;

(e) The Company has been, since the initial filing of the
Registration Statement, and continues to be a “well-known seasoned issuer” and
has not been, since such filing of the Registration Statement, and continues not
to be an “ineligible issuer” (as such terms are defined in Rule 405 under the
Securities Act); and the Company is not the subject of a pending proceeding
under Section 8A of the Securities Act;

(f) The Company has not made (other than, if applicable, as
listed on Schedule II to the Pricing Agreement), and will not make (other than
the Final Term Sheet prepared and filed pursuant to Section 5(a) hereof with
respect to the Designated Securities), any offer relating to the Designated
Securities that would constitute a “free writing prospectus” (as defined in Rule
405 under the Securities Act), without the prior consent of the Representatives;
the Company will comply with the requirements of Rule 433 under the Securities
Act with respect to any such free writing prospectus; any such free writing
prospectus will not, as of its issue date and through the Time of Delivery for
such Designated Securities, include any information that conflicts with the
information contained in the Registration Statement, the Pricing Prospectus or
the Prospectus; and any such free writing prospectus, when taken together with
the information contained in the Registration Statement, the Pricing Prospectus
or the Prospectus, did not, when issued

or filed pursuant to Rule 433 under the Securities Act, and
does not contain an untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;

(g) Neither the Company nor any of the corporations,
companies or other entities of which the Company owns, directly or indirectly, a
majority of the outstanding equity interests or which the Company otherwise
controls (collectively, the “Subsidiaries”) has sustained, since the date of the
latest audited financial statements included or incorporated by reference in the
Pricing Prospectus and the Prospectus, any loss or interference with its
business from fire, explosion, flood or other calamity, whether or not covered
by insurance, or from any labor dispute or court or governmental action, order
or decree that was or is material to the general affairs, management, financial
position, shareholders153 equity, results of operations or internal control over
financial reporting of the Company and its Subsidiaries considered as one
enterprise, otherwise than as set forth in the Pricing Prospectus; and, since
the respective dates as of which information is given in the Pricing Prospectus
and the Prospectus, there has not been any material change in the capital stock
or long-term debt of the Company and its Subsidiaries or any material adverse
change, or any development involving a prospective material adverse change, in
or affecting the general affairs, management, financial position, shareholders153
equity, results of operations or internal control over financial reporting of
the Company and its Subsidiaries considered as one enterprise, otherwise than as
set forth in the Pricing Prospectus and the Prospectus;

(h) The Company and its Subsidiaries have all ownership
rights in all of the real property and all of the personal property owned by
them, in each case free and clear of all liens, encumbrances and defects in
title except such as are described in the Pricing Prospectus and the Prospectus
or such as do not, individually or in the aggregate, materially and adversely
affect the general affairs, management, financial position, shareholders153
equity, results of operations or internal control over financial reporting of
the Company and its Subsidiaries considered as one enterprise and do not
interfere with the use made and proposed to be made of such property by the
Company and its Subsidiaries; and any real property and buildings held under
lease or equivalent agreement by the Company and its Subsidiaries are held by
them under valid, subsisting and enforceable leases or equivalent agreements
with such exceptions as do not, individually or in the aggregate, materially and
adversely affect the general affairs, management, financial position,
shareholders153 equity, results of operations or internal control over financial
reporting of the Company and its Subsidiaries considered as one enterprise;

(i) The Company and its Subsidiaries own or possess, or can
acquire on reasonable terms, adequate trademarks, service marks and trade names
necessary to conduct the business now operated by them, and neither the Company
nor any of its Subsidiaries has received any notice of infringement of or
conflict with asserted rights of others with respect to any trademarks, service
marks or trade names that, individually or in the aggregate, if the subject of
an unfavorable decision, ruling or finding, would materially and adversely
affect the general affairs, management, financial position,

shareholders153 equity, results of operations or internal
control over financial reporting of the Company and its Subsidiaries considered
as one enterprise;

(j) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Delaware, with power and authority (corporate and other) to own its properties
and conduct its business as described in the Pricing Prospectus and the
Prospectus, and has been duly qualified as a foreign corporation for the
transaction of business and is in good standing under the laws of each other
jurisdiction in which it owns or leases properties, or conducts any business, so
as to require such qualification, or is subject to no material liability or
disability by reason of the failure to be so qualified in any such jurisdiction;
and each Subsidiary of the Company has been duly incorporated, organized or
formed and is validly existing and (if applicable) in good standing under the
laws of its jurisdiction of incorporation, organization or formation;

(k) The Company has an authorized capitalization as set forth
in the Pricing Prospectus and the Prospectus; all of the issued and outstanding
shares of capital stock of the Company have been duly and validly authorized and
issued and are fully paid and nonassessable; and all of the issued shares of
capital stock or equivalent equity interests of each Subsidiary of the Company
have been duly and validly authorized and issued, are fully paid and
nonassessable or are assessable for amounts of additional capital not material
to the Company and its Subsidiaries considered as one enterprise and are owned
directly or indirectly by the Company, except as set forth in the Pricing
Prospectus and the Prospectus and except that, as of the date hereof, the
Company owns, directly or indirectly, more than a majority, but less than all,
of the issued and outstanding shares of capital stock or equivalent equity
interests in Wal-Mart de Mexico, S.A. de C.V., Wal-Mart Central America,
Distribuc -on y Servicios (D&S), S.A., the corporations through which the
Company conducts a portion of its business in China, Wal-Mart Real Estate
Business Trust and certain other of its Subsidiaries as to which the minority
interests therein are not material to the operations of the Company and its
Subsidiaries considered as one enterprise; and the shares of capital stock or
equivalent equity interests of the Subsidiaries owned by the Company are free
and clear of all liens, encumbrances, equities or claims, except as set forth in
the Pricing Prospectus and the Prospectus and except as do not, individually or
in the aggregate, materially and adversely affect the general affairs,
management, financial position, shareholders153 equity, results of operations or
internal control over financial reporting of the Company and its Subsidiaries
considered as one enterprise;

(l) The Designated Securities have been duly authorized, and,
when such Designated Securities are issued and delivered pursuant to this
Agreement and the Pricing Agreement, such Designated Securities will have been
duly executed, authenticated, issued and delivered and will constitute valid and
legally binding obligations of the Company, enforceable against the Company in
accordance with their terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general applicability relating to
or affecting creditors153 rights and to general equity principles, and entitled to
the benefits provided by the Indenture; the Indenture has been duly authorized,
executed and delivered, and duly qualified under the Trust Indenture Act and
constitutes

a valid and legally binding instrument of the Company,
enforceable against the Company in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors153 rights and to general equity
principles; and the Indenture conforms, and the Designated Securities will
conform, to the descriptions thereof contained in the Pricing Prospectus (taken
together with the Final Term Sheet) and the Prospectus;

(m) This Agreement has been duly authorized, executed and
delivered, and the Pricing Agreement will be duly authorized, executed and
delivered on the date thereof, by the Company;

(n) The issue and sale of the Designated Securities and the
compliance by the Company with all of the provisions of the Designated
Securities, the Indenture, this Agreement and the Pricing Agreement, and the
consummation of the transactions herein and therein contemplated will not
conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which (i) the Company
is a party or by which the Company is bound or to which any of the property or
assets of the Company is subject or (ii) any of the Company153s Subsidiaries is a
party or by which any of its Subsidiaries is bound or to which any of the
property or assets of any of its Subsidiaries is subject, which conflict,
breach, violation or default, in the case of this clause (ii) (but not clause
(i)), would materially and adversely affect the general affairs, management,
financial position, shareholders153 equity, results of operations or internal
control over financial reporting of the Company and its Subsidiaries considered
as one enterprise, nor will such action result in any violation of the
provisions of the Restated Certificate of Incorporation or Amended and Restated
Bylaws of the Company, each as amended to date, or any statute or any order,
rule or regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its Subsidiaries or any of their
properties; and no consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body is
required for the issue and sale of the Designated Securities or the consummation
by the Company of the transactions contemplated by this Agreement or the Pricing
Agreement or the Indenture, except (i) such as have been, or will have been
prior to the Time of Delivery, obtained under the Securities Act and the Trust
Indenture Act, (ii) such, if any, as have been, or will have been prior to the
Time of Delivery, obtained under securities laws and regulations of the European
Union or any foreign country to which the Company is, has or will become subject
due to actions taken, or omitted, by the Company or by the Underwriters with the
knowledge of the Company and (iii) such consents, approvals, authorizations,
registrations or qualifications as may be required under state securities or
“Blue Sky” laws in connection with the purchase and distribution of the
Designated Securities by the Underwriters;

(o) Other than as set forth in the Pricing Prospectus and the
Prospectus, there are no legal or governmental proceedings pending to which the
Company or any of its Subsidiaries is a party or of which any property of the
Company or any of its Subsidiaries is the subject that, if determined adversely
to the Company or any of its Subsidiaries, would, individually or in the
aggregate, have a material adverse effect on the general affairs, management,
financial position, shareholders153 equity, results of operations or

internal control over financial reporting of the Company and
its Subsidiaries considered as one enterprise; and, to the best of the Company153s
knowledge, no such proceedings are threatened or contemplated by governmental
authorities or others; and

(p) Ernst & Young LLP, which has audited and reported on
certain financial statements of the Company and its Subsidiaries and the
Company153s internal control over financial reporting, is an independent
registered public accounting firm with respect to the Company and its
Subsidiaries as required by the Securities Act and the Exchange Act and the
rules and regulations of the Commission and the Public Company Accounting
Oversight Board.

For purposes of this Section 2 as well as for Section 8
hereof, references to “the Pricing Prospectus and the Prospectus” are to each of
such prospectuses as a separate or stand-alone document (and not the two such
prospectuses taken together), so that representations, warranties, agreements,
conditions and legal opinions will be made, given or measured independently in
respect of each of the Pricing Prospectus and the Prospectus.

3. Offer and Sale of Designated Securities. Upon the
execution of the Pricing Agreement applicable to the Designated Securities and
authorization by the Representatives of the release of such Designated
Securities, the several Underwriters propose to offer such Designated Securities
for sale upon the terms and conditions set forth in the Prospectus.

4. Payment and Settlement for Designated Securities.
Designated Securities to be purchased by each Underwriter pursuant to the
Pricing Agreement, in definitive form to the extent practicable, and in such
authorized denominations and registered in such name or names as the
Representatives may request upon at least twenty-four hours153 prior notice to the
Company, shall be delivered by or on behalf of the Company to the
Representatives, against payment by such Underwriter or on its behalf of the
purchase price therefor by one or more wire transfers in immediately available
funds (or such other funds as specified in the Pricing Agreement), payable to
the order of the Company, all at the place and time and date specified in the
Pricing Agreement or at such other place and time and date as the
Representatives and the Company may agree upon in writing, such time and date
being herein called the “Time of Delivery” for such Designated Securities.

5. Further Agreements of the Company. The Company
agrees with each of the Underwriters of any Designated Securities:

(a) (i) To prepare the Prospectus in relation to the
Designated Securities in a form approved by the Representatives and to file the
Prospectus pursuant to Rule 424(b) under the Securities Act not later than the
Commission153s close of business on the second business day following the
execution and delivery of the Pricing Agreement or, if applicable, such earlier
time as may be required by Rule 424(b) under the Securities Act; (ii) to make no
further amendment or any supplement to the Registration Statement or the
Prospectus after the date of the Pricing Agreement relating to the Designated
Securities and prior to the Time of Delivery for the Designated Securities that
shall be disapproved by the Representatives promptly after reasonable notice
thereof (provided, however, this clause (ii) shall, in the case of any
periodic or current report or proxy statement that the Company is required to
file pursuant to Section 13(a), 13(c), 14 or Section 15(d) under

the Exchange Act prior to or at the Time of Delivery, apply
to the extent practicable in the light of the circumstances); (iii) to advise
the Representatives promptly of any such amendment or supplement after such Time
of Delivery and for so long thereafter as the delivery of a prospectus is
required in connection with the offering or sale of such Designated Securities
(or in lieu thereof, the notice referred to in Rule 173(a) under the Securities
Act) and furnish the Representatives with copies thereof; (iv) to prepare a
final term sheet (the “Final Term Sheet”), containing solely a description of
the Designated Securities, in the form agreed between the Company and the
Representatives and to file the Final Term Sheet pursuant to Rule 433(d) under
the Securities Act within the time period prescribed by such Rule; (v) to file
within the time period prescribed by Rule 433(d) under the Securities Act, all
other material required to be filed by the Company with the Commission pursuant
to Rule 433(d) under the Securities Act; (vi) to file by the filing deadlines
prescribed by the Exchange Act and the rules thereunder, all reports and any
definitive proxy or information statements required to be filed by the Company
with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act for so long as the delivery of a prospectus is required in
connection with the offering or sale of such Designated Securities, and during
such period to advise the Representatives promptly after it files any
post-effective amendment to the Registration Statement of the time when such
post-effective amendment to the Registration Statement has been filed and
becomes effective or promptly after it files any amendment or supplement to the
Prospectus or any amended Prospectus, of the time when it files such amendment
or supplement to the Prospectus or any amended Prospectus with the Commission,
of the issuance by the Commission of any stop order or of any order preventing
or suspending the use of any prospectus relating to the Designated Securities,
of the suspension of the qualification of the Designated Securities for offering
or sale in any jurisdiction, of the initiation or threatening of any proceeding
for any such purpose, of the receipt from the Commission of any notice of
objection to the use of the Registration Statement or any post-effective
amendment thereto pursuant to Rule 401(g)(2) under the Securities Act for the
registration of the offer and sale of the Designated Securities, or of any
request by the Commission for the amending or supplementing of the Registration
Statement or Prospectus or for additional information relating to the
Registration Statement, the Prospectus or any amendment or supplement thereto or
the offer and sale of the Designated Securities; and (vii) in the event of the
issuance of any such stop order or any such order preventing or suspending the
use of any prospectus relating to the Designated Securities or suspending any
such qualification, or of any such notice of objection, to use promptly its
reasonable best efforts to obtain its withdrawal;

(b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify the Designated Securities for
offering and sale under the securities laws of such jurisdictions as the
Representatives may request and to comply with such laws so as to permit the
continuance of sales and dealings therein in such jurisdictions for as long as
may be necessary to complete the distribution of such Designated Securities,
provided that in connection therewith the Company shall not be required
to qualify as a foreign corporation or to file a general consent to service of
process in any jurisdiction (it being recognized that, solely for purposes of
this Section 5(b), the Company shall not be required by the Representatives,
without its consent, to subject itself to any securities laws or regulations of
the European Union, or of any

foreign country, to which the Company was not subject
immediately prior to the offering and sale of such Designated Securities);

(c) To furnish the Underwriters with copies of the Prospectus
in such quantities as the Representatives may from time to time reasonably
request, and, if the delivery of a prospectus (or in lieu thereof, the notice
referred to in Rule 173(a) under the Securities Act) is required at any time in
connection with the offering or sale of the Designated Securities and if at such
time any event shall have occurred as a result of which the Prospectus as then
amended or supplemented would include an untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made when such
Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the
Securities Act) is delivered, not misleading, or, if for any other reason it
shall be necessary during such same period to amend or supplement the Prospectus
or to file under the Exchange Act any document incorporated by reference in the
Prospectus in order to comply with the Securities Act, the Exchange Act or the
Trust Indenture Act, to notify the Representatives and, upon their request, to
file such document and to prepare and furnish without charge to each Underwriter
and to any dealer in securities as many copies as the Representatives may from
time to time reasonably request of an amended Prospectus or a supplement to the
Prospectus that will correct such statement or omission or effect such
compliance;

(d) To make generally available to its security holders as
soon as practicable, but in any event not later than eighteen months after the
effective date of the Registration Statement (as defined in Rule 158(c) under
the Securities Act), an earnings statement of the Company and its Subsidiaries
(which need not be audited) complying with Section 11(a) of the Securities Act
and the rules and regulations of the Commission thereunder (including, at the
option of the Company, Rule 158 under the Securities Act);

(e) During the period beginning from the date of the Pricing
Agreement and continuing to and including the Time of Delivery for the
Designated Securities, not to offer, sell, contract to sell or otherwise dispose
of any debt securities of the Company that mature more than one year after such
Time of Delivery and that are substantially similar to such Designated
Securities, without the prior written consent of the Representatives;

(f) To furnish to the holders of the Designated Securities,
upon such holders153 request, as soon as practicable after the end of each fiscal
year, an annual report (including a balance sheet and statements of income,
shareholders153 equity and cash flows of the Company and its consolidated
Subsidiaries certified by an independent registered public accounting firm) and,
as soon as practicable after the end of each of the first three quarters of each
fiscal year (beginning with the fiscal quarter ending after the effective date
of the Registration Statement), consolidated summary financial information of
the Company and its Subsidiaries for such quarter in reasonable detail;

(g) During a period of five years from the effective date of
the Registration Statement, to furnish to the Representatives copies of all
periodic or current reports or other communications (financial or other) of the
Company furnished to its shareholders, and deliver to the Representatives (i) as
soon as they are available, copies of any periodic

or current reports and financial statements furnished to or
filed with the Commission or any national securities exchange on which the
Designated Securities or any class of securities of the Company is listed
(provided, however, that the Company shall be deemed to have furnished
and delivered such documents if and when such documents are available through
the Commission153s EDGAR System on the Commission153s website); and (ii) such
additional information concerning the business and financial condition of the
Company as the Representatives may from time to time reasonably request (such
financial information and statements to be on a consolidated basis in reports
furnished to its shareholders generally or to the Commission);

(h) To pay the required Commission registration fees relating
to the Designated Securities within the time period required by Rule 456(b)(1)
under the Securities Act without regard to the proviso therein and otherwise in
accordance with Rules 456(b) and 457(r) under the Securities Act;

(i) If required by Rule 430B(h) under the Securities Act, to
prepare a prospectus in a form approved by the Representatives and to file such
prospectus pursuant to Rule 424(b) under the Securities Act not later than is
required by such Rule; and to make no further amendment or supplement to such
prospectus that shall be disapproved by the Representatives promptly after
reasonable notice thereof; and

(j) To use the net proceeds received by it from the sale of
the Designated Securities pursuant to this Agreement and the Pricing Agreement
in the manner specified in the Prospectus, including in any supplement thereto,
relating to the offer and sale of such Designated Securities.

6. Representations, Warranties and Agreements of the
Underwriters. Each Underwriter represents and warrants to, and agrees with,
the Company and each other Underwriter that:

(a) Such Underwriter has not made, and will not make (other
than as permitted by Section 6(b) hereof), any offer relating to the Designated
Securities that would constitute a “free writing prospectus” (as defined in Rule
405 under the Securities Act), without the prior consent of the Company and the
Representatives;

(b) Such Underwriter has not used, and will not use, any free
writing prospectus that contains the final terms of the Designated Securities
unless such terms have previously been included in a free writing prospectus
filed with the Commission in accordance with Rule 433 under the Securities Act,
without the prior consent of the Company and the Representatives; provided,
however, that each of the Underwriters may use a term sheet relating to the
Designated Securities containing customary information not inconsistent with the
Final Term Sheet prepared and filed pursuant to Section 5(a) hereof without the
prior consent of the Company or the Representatives; and

(c) Such Underwriter is not subject to any pending proceeding
under Section 8A of the Securities Act with respect to the offering of the
Designated Securities and will promptly notify the Company if any such
proceeding against it with respect to any offering of the Designated Securities
is initiated during such period in which, in the opinion of counsel for the
Underwriters, a prospectus relating to the Designated

Securities is required by law to be delivered (or required to
be delivered but for Rule 172 under the Securities Act) in connection with sale
of the Designated Securities by any Underwriter or any dealer.

7. Payment of Expenses. The Company covenants and
agrees with the several Underwriters that the Company will pay or cause to be
paid the following: (i) the fees, disbursements and expenses of the Company153s
counsel and accountants in connection with the registration of the Securities
under the Securities Act and all other expenses in connection with the
preparation, printing and filing of the Registration Statement, the Base
Prospectus, any Preliminary Prospectus, the Pricing Prospectus, the Prospectus
and amendments and supplements thereto, and any Issuer Free Writing Prospectus,
and the mailing and delivering of copies thereof to the Underwriters and
dealers; (ii) the cost of printing or producing any Agreement among
Underwriters, this Agreement, the Pricing Agreement, the Indenture, any “Blue
Sky” and Legal Investment Memoranda and any other documents in connection with
the offering, purchase, sale and delivery of the Securities; (iii) all expenses
in connection with the qualification of the Securities for offering and sale
under state securities laws as provided in Section 5(b) hereof (including the
fees and disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the “Blue Sky” and legal investment
surveys); (iv) any fees charged by securities rating services for rating the
Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses
of any indenture trustee and any agent of any Trustee and the fees and
disbursements of counsel for any indenture trustee in connection with the
Indenture and the Securities; and (vii) all other costs and expenses incident to
the performance of its obligations hereunder that are not otherwise specifically
provided for in this Section 7. It is understood, however, that, except as
provided in this Section 7, Section 9 and Section 12 hereof, the Underwriters
will pay all of their own costs and expenses including the fees of their
counsel, transfer taxes on resale of any of the Securities by them and any
advertising expenses connected with any offers they may make.

8. Conditions of the Underwriters153 Obligations. The
obligations of the Underwriters of Designated Securities under the Pricing
Agreement shall be subject, in the discretion of the Representatives, to the
condition that all representations and warranties and other statements of the
Company in or incorporated by reference in the Pricing Agreement are, at and as
of the Time of Delivery for such Designated Securities, true and correct, the
condition that the Company shall have performed all of its obligations hereunder
theretofore to be performed, and the following additional conditions:

(a) The Prospectus shall have been filed with the Commission
pursuant to Rule 424(b) under the Securities Act within the applicable time
period prescribed for such filing by the rules and regulations under the
Securities Act and in accordance with Section 5(a) hereof; the Final Term Sheet
contemplated by Section 5(a) hereof, and any other material required to be filed
by the Company pursuant to Rule 433(d) under the Securities Act, shall have been
filed with the Commission within the applicable time periods prescribed for such
filings by Rule 433 under the Securities Act; no stop order suspending the
effectiveness of the Registration Statement or any part thereof shall have been
issued, no proceeding for that purpose shall have been initiated or threatened
by the Commission, and no notice of objection of the Commission to the use of
the Registration Statement or any post-effective amendment thereto pursuant to
Rule 401(g)(2) under the Securities Act for the registration of the offer and
sale of the Designated Securities shall

have been received by the Company; and all requests for
additional information on the part of the Commission shall have been complied
with to the Representatives153 reasonable satisfaction;

(b) Simpson Thacher & Bartlett LLP, counsel for the
Underwriters, shall have furnished to the Representatives such opinion or
opinions, dated the Time of Delivery for the Designated Securities, with respect
to the incorporation of the Company, the validity of the Indenture, the
Designated Securities, the Registration Statement, the Pricing Prospectus and
the Prospectus and other related matters as the Representatives may reasonably
request, and such counsel shall have received such documents and information as
they may reasonably request to enable them to pass upon such matters;

(c) Andrews Kurth LLP, counsel for the Company, shall have
furnished to the Representatives their written opinion, dated the Time of
Delivery for the Designated Securities, in form and substance satisfactory to
the Representatives, to the effect that:

(i) The Company is validly existing as a corporation in good
standing under the laws of the State of Delaware, with power and authority
(corporate and other) to own its properties and conduct its business as
described in the Pricing Prospectus and the Prospectus;

(ii) The Company has an authorized capitalization as set
forth in the Pricing Prospectus and the Prospectus; and, to the best knowledge
of such counsel, all of the issued and outstanding shares of capital stock of
the Company have been duly and validly authorized and issued and are fully paid
and nonassessable;

(iii) The Company has been duly qualified as a foreign
corporation for the transaction of business and is in good standing under the
laws of each other jurisdiction in which it owns or leases properties, or
conducts any business, so as to require such qualification, or is subject to no
material liability or disability by reason of the failure to be so qualified in
any such jurisdiction (such counsel being entitled to rely in respect of the
opinion in this clause (iii) upon opinions of local counsel and, in respect of
matters of fact, upon certificates of public officials and officers of the
Company, provided that such counsel shall state that such counsel
believes that both the Representatives and such counsel are justified in relying
upon such opinions and certificates and the Representatives are entitled to rely
upon such opinions);

(iv) Each “significant subsidiary” (as defined in Rule 1-02
of Regulation S-X under the Securities Act) of the Company incorporated or
organized under the laws of the United States or any state thereof is validly
existing in good standing under the laws of its jurisdiction of incorporation or
organization; and all of the issued and outstanding shares of capital stock or
other equity interests of each such significant subsidiary have been duly and
validly authorized and issued, are fully paid and nonassessable, and (except for
directors153 qualifying shares, except for 122 shares of the capital stock of
Wal-Mart Real Estate Business Trust owned by persons other than the Company,
which shares in

the aggregate do not constitute more than 4.00% of the issued
and outstanding shares of Wal-Mart Real Estate Business Trust, and except as
otherwise set forth in the Pricing Prospectus and the Prospectus) are owned
directly or indirectly by the Company, free and clear of all liens,
encumbrances, equities or claims (such counsel being entitled to rely in respect
of the opinion in this clause (iv) upon opinions of local counsel and, in
respect of matters of fact, upon certificates of officers of the Company or its
Subsidiaries, provided that such counsel shall state that such counsel
believes that both the Representatives and such counsel are justified in relying
upon such opinions and certificates and the Representatives are entitled to rely
upon such opinions);

(v) To the best knowledge of such counsel and other than as
set forth in the Pricing Prospectus and the Prospectus, there are no legal or
governmental proceedings pending to which the Company or any of its Subsidiaries
is a party or of which any property of the Company or any of its Subsidiaries is
the subject that, if determined adversely to the Company or any of its
Subsidiaries, would, individually or in the aggregate, have a material adverse
effect on the general affairs, management, financial position, shareholders153
equity, results of operations or internal control over financial reporting of
the Company and its Subsidiaries considered as one enterprise; and, to the best
knowledge of such counsel, no such proceedings are threatened or contemplated by
governmental authorities or others;

(vi) This Agreement and the Pricing Agreement have been duly
authorized, executed and delivered by the Company;

(vii) The Designated Securities have been duly authorized,
executed, authenticated, issued and delivered and constitute valid and legally
binding obligations of the Company, enforceable against the Company in
accordance with their terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general applicability relating to
or affecting creditors153 rights and to general equity principles, and entitled to
the benefits provided by the Indenture; and the Designated Securities and the
Indenture conform in all material respects to the descriptions thereof in the
Pricing Prospectus (taken together with the Final Term Sheet) and the
Prospectus;

(viii) The Indenture has been duly authorized, executed and
delivered by the Company and constitutes a valid and legally binding instrument,
enforceable against the Company in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors153 rights and to general equity
principles; and the Indenture has been duly qualified under the Trust Indenture
Act;

(ix) The issue and sale of the Designated Securities and the
compliance by the Company with all of the provisions of the Designated
Securities, the Indenture, this Agreement and the Pricing Agreement, and the
consummation of the transactions herein and therein contemplated, will not
conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other agreement

or instrument known to such counsel to which the Company is a
party or by which the Company is bound or to which any of the property or assets
of the Company is subject, nor will such actions result in any violation of the
provisions of the Restated Certificate of Incorporation or Amended and Restated
Bylaws of the Company, as then amended, or any statute or any order, rule or
regulation known to such counsel of any court or governmental agency or body
having jurisdiction over the Company or any of its Subsidiaries or any of their
properties;

(x) No consent, approval, authorization, order, registration
or qualification of or with any court or governmental agency or body is required
for the issue and sale of the Designated Securities or the consummation by the
Company of the transactions contemplated by this Agreement or the Pricing
Agreement or the Indenture, except such as have been obtained under the
Securities Act and the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be required under state
securities or “Blue Sky” laws in connection with the purchase and distribution
of the Designated Securities by the Underwriters;

(xi) The documents incorporated by reference in the Pricing
Prospectus and the Prospectus or any amendment or supplement thereto made prior
to the Time of Delivery (other than the financial statements and related
schedules and any other financial data included or incorporated by reference
therein, as to which such counsel need express no opinion), when they were filed
with the Commission, complied as to form in all material respects with the
requirements of the Exchange Act and the rules and regulations of the Commission
thereunder;

(xii) The Registration Statement, the Pricing Prospectus, the
Final Term Sheet and any other Issuer Free Writing Prospectus listed on Schedule
II to the Pricing Agreement, and the Prospectus or any further amendment or
supplement thereto made by the Company prior to the Time of Delivery (other than
the financial statements and related schedules and any other financial data
included or incorporated by reference therein, as to which such counsel need
express no opinion), complied, as of the most recent effective date determined
in accordance with Rule 430B under the Securities Act (in the case of the
Registration Statement or any such further amendment thereto) or as of its issue
date (in the case of the Pricing Prospectus, the Final Term Sheet, any such
other Issuer Free Writing Prospectus, the Prospectus or any such further
supplement thereto), as to form in all material respects with the requirements
of the Securities Act and the Trust Indenture Act and the rules and regulations
thereunder as in effect on such dates;

(xiii) To the best of such counsel153s knowledge, there is no
amendment to the Registration Statement that is required to be filed and no
contracts or other documents of a character required to be filed as an exhibit
to the Registration Statement or required to be incorporated by reference into
the Pricing Prospectus or the Prospectus or required to be described in the
Registration Statement or the Prospectus that are not so filed or incorporated
by reference or described;

(xiv) The statements made in any tax consequences or tax
considerations sections in the Pricing Prospectus and the Prospectus, and in any
amendment or supplement thereto, insofar as they purport to constitute summaries
of matters of United States federal tax law and regulations or legal conclusions
with respect thereto, constitute accurate summaries of the matters described
therein in all material respects; and

(xv) The Registration Statement has become effective under
the Securities Act; the Prospectus, together with all amendments and supplements
thereto, relating to the Designated Securities was filed within the prescribed
time periods pursuant to Rule 424(b) under the Securities Act; the Final Term
Sheet and any other Issuer Free Writing Prospectus listed on Schedule II to the
Pricing Agreement was filed with the Commission within the prescribed time
periods pursuant to Rule 433 under the Securities Act; and, to the best
knowledge of such counsel, no stop order suspending the effectiveness of the
Registration Statement has been issued or proceeding for such purpose or
pursuant to Section 8A of the Securities Act has been instituted or threatened
by the Commission, and no notice of objection of the Commission to the use of
the Registration Statement or any post-effective amendment thereto for the
registration of the offer and sale of the Designated Securities pursuant to Rule
401(g)(2) under the Securities Act has been received by the Company.

(xvi) None of the Company and its significant subsidiaries
that are incorporated or organized under the laws of the United States or a
state thereof is an “investment company” within the meaning of, or subject to
regulation under, the Investment Company Act of 1940, as amended.

In addition, in such opinion or in a separate letter such
counsel shall state that such counsel has no reason to believe that (A) as of
its applicable effective dates, the Registration Statement or any further
amendment thereto made by the Company prior to the Time of Delivery (other than
the financial statements and related schedules and any other financial data
included or incorporated by reference therein, as to which such counsel need
express no belief) contained an untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, (B) as of its issue date, the Prospectus or
any further amendment or supplement thereto made by the Company prior to the
Time of Delivery (other than the financial statements and related schedules and
any other financial data included or incorporated by reference therein, as to
which such counsel need express no belief) contained an untrue statement of a
material fact or omitted to state a material fact necessary to make the
statements therein, in the light of the circumstances in which they were made,
not misleading, (C) as of the Applicable Time, the Pricing Prospectus (other
than the financial statements and related schedules and any other financial data
included or incorporated by reference therein, as to which such counsel need
express no belief), taken together with the Final Term Sheet and any other
Issuer Free Writing Prospectus listed on Schedule II to the Pricing Agreement,
contained an untrue statement of a material fact or omitted to state a material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, (D) as of the Time of Delivery, none
of the Registration Statement, the Prospectus and any further

amendment or supplement thereto made by the Company prior to
the Time of Delivery (other than the financial statements and related schedules
and any other financial data included or incorporated by reference therein, as
to which such counsel need express no belief) contains an untrue statement of a
material fact or omits to state a material fact necessary to make the statements
therein, in the light of the circumstances in which they were made, not
misleading or (E) any of the documents incorporated by reference in the Pricing
Prospectus and the Prospectus or any amendment or supplement thereto prior to
the Time of Delivery (other than the financial statements and related schedules
and any other financial data included or incorporated by reference therein, as
to which such counsel need express no belief), when such document or amendment
or supplement, as the case may be, was filed with the Commission, contained an
untrue statement of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made when such documents were so filed, not
misleading;

(d) At the Time of Delivery for the Designated Securities,
Ernst & Young LLP shall have furnished to the Representatives a “comfort”
letter or letters dated such Time of Delivery as to such matters as the
Representatives may reasonably request and in form and substance satisfactory to
the Representatives;

(e) (i) Neither the Company nor any of its Subsidiaries shall
have sustained since the date of the latest audited financial statements
included or incorporated by reference in the Pricing Prospectus and the
Prospectus any loss or interference with its business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, otherwise than as set
forth in the Pricing Prospectus and the Prospectus, which loss or interference
would have a material adverse effect on the general affairs, management,
financial position, shareholders153 equity, results of operations or internal
control over financial reporting of the Company and its Subsidiaries considered
as one enterprise and (ii) since the dates as of which information is given in
the Pricing Prospectus and the Prospectus, there shall not have been any change
in the capital stock or long-term debt of the Company or any of its Subsidiaries
or any change, or any development involving a prospective change, in or
affecting the general affairs, management, financial position, shareholders153
equity, results of operations or internal control over financial reporting of
the Company and its Subsidiaries considered as one enterprise, otherwise than as
set forth in the Pricing Prospectus and the Prospectus, the effect of which, in
any such case described in clause (i) or (ii), is in the judgment of the
Representatives so material and adverse as to make it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Designated Securities on the terms and in the manner contemplated in the
Prospectus;

(f) On or after the date of the Pricing Agreement, (i) no
downgrading shall have occurred in the rating accorded the Company153s debt
securities (including, without limitation, any guaranteed debt securities) by
any “nationally recognized statistical rating organization,” as that term is
defined by the Commission for purposes of Rule 436(g)(2) under the Securities
Act and (ii) no such organization shall have publicly announced that it has
under surveillance or review, with possible negative implications, its rating of
any of the Company153s debt securities;

(g) On or after the date of the Pricing Agreement, there
shall not have occurred any of the following: (i) a suspension or material
limitation in trading in securities generally on the New York Stock Exchange;
(ii) a suspension or material limitation in trading in the Company153s securities
on the New York Stock Exchange; (iii) a general moratorium on commercial banking
activities in New York declared by either U.S. federal or New York State
authorities or a material disruption in commercial banking or securities
settlement or clearance services in the United States; or (iv) the outbreak or
escalation of hostilities involving the United States or the declaration by the
United States of a national emergency or war if the effect of any such event
specified in this clause (iv), in the judgment of the Representatives, makes it
impracticable or inadvisable to proceed with the public offering or the delivery
of the Designated Securities on the terms and in the manner contemplated in the
Prospectus; and

(h) The Company shall have furnished or caused to be
furnished to the Representatives at the Time of Delivery for the Designated
Securities a certificate or certificates of officers of the Company satisfactory
to the Representatives as to the accuracy of the representations and warranties
of the Company herein at and as of such Time of Delivery, as to the performance
by the Company of all of its obligations hereunder to be performed at, or prior
to, such Time of Delivery, as to the matters set forth in Sections 8(a) and 8(e)
and as to such other matters as the Representatives may reasonably request.

9. Indemnification and Contribution. (a) The Company
will indemnify and hold harmless each Underwriter against any losses, claims,
damages or liabilities, joint or several, to which such Underwriter may become
subject, under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement, of a material fact
contained in the Registration Statement, the Base Prospectus, any Preliminary
Prospectus, the Pricing Prospectus or the Prospectus, any amendment or
supplement to any thereof, or any Issuer Free Writing Prospectus, any “issuer
information” filed or required to be filed pursuant to Rule 433(d) under the
Securities Act, or any “road show” (as defined in Rule 433 under the Securities
Act) that does not otherwise constitute an Issuer Free Writing Prospectus, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse each Underwriter for any
legal or other expenses reasonably incurred by such Underwriter in connection
with investigating or defending any such action or claim as such expenses are
incurred; provided, however, that the Company shall not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in the Registration Statement, the Base
Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the
Prospectus, any amendment or supplement to any thereof, or any Issuer Free
Writing Prospectus, in reliance upon and in conformity with information
furnished in writing to the Company by an Underwriter of any Designated
Securities through the Representatives expressly for use in any thereof.

(b) Each Underwriter will, severally and not jointly,
indemnify and hold harmless the Company against any losses, claims, damages or
liabilities to which the Company may become subject, under the Securities Act or
otherwise insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or

alleged untrue statement of a material fact contained in the
Registration Statement, the Base Prospectus, any Preliminary Prospectus, the
Pricing Prospectus or the Prospectus, any amendment or supplement to any
thereof, or any Issuer Free Writing Prospectus, arise out of or are based upon
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in the
Registration Statement, the Base Prospectus, any Preliminary Prospectus, the
Pricing Prospectus or the Prospectus, any amendment or supplement to any
thereof, or any Issuer Free Writing Prospectus, in reliance upon and in
conformity with information furnished in writing to the Company by such
Underwriter of Designated Securities through the Representatives expressly for
use therein, and will reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with investigating or defending
any such action or claim as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under
Section 9(a) or Section 9(b) of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such Section 9(a) or 9(b), notify the indemnifying
party in writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability that it may have to
any indemnified party otherwise than under such Section 9(a) or 9(b). In case
any such action shall be brought against any indemnified party and it shall
notify the indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it shall
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under
Section 9(a) or 9(b), as the case may be, for any legal expenses of other
counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation.

(d) If the indemnification provided for in this Section 9 is
unavailable to or insufficient to hold harmless an indemnified party under
Section 9(a) or Section 9(b) in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
of the Designated Securities on the other from the offering of the Designated
Securities to which such loss, claim, damage or liability (or action in respect
thereof) relates. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the indemnified
party failed to give the notice required under Section 9(c), then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand and
the Underwriters of the Designated Securities on the other in connection with
the statement or omissions that resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and such Underwriters on the other shall be deemed to be in the same
proportion as the

total net proceeds from the offering of the Designated
Securities (before deducting expenses) received by the Company bear to the total
underwriting discounts and commissions received by such Underwriters. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company on the one hand or such Underwriters on the other and the parties153
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and the Underwriters agree that
it would not be just and equitable if contribution pursuant to this Section 9(d)
were determined by pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation that does not
take account of the equitable considerations referred to above in this
Section 9(d). The amount paid or payable by an indemnified party as a result of
the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this Section 9(d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 9(d), no Underwriter shall be required to contribute
any amount in excess of the amount by which the total price at which the
applicable Designated Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages that such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The obligations of the Underwriters
of Designated Securities in this Section 9(d) to contribute are several in
proportion to their respective underwriting obligations with respect to such
Designated Securities and are not joint.

(e) The obligations of the Company under this Section 9 shall
be in addition to any liability that the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who controls
any Underwriter within the meaning of the Securities Act; and the obligations of
the Underwriters under this Section 9 shall be in addition to any liability that
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each director and officer of the Company and to each
person, if any, who controls the Company within the meaning of the Securities
Act.

10. Defaulting Underwriters. (a) If any Underwriter
shall default in its obligation to purchase the Designated Securities that it
has agreed to purchase under the Pricing Agreement, the Representatives may in
their discretion arrange for themselves or another party or other parties to
purchase such Designated Securities on the terms contained herein and therein.
In the event that, within thirty-six hours after such default by any
Underwriter, the Representatives do not arrange for the purchase of such
Designated Securities, then the Company shall be entitled to a further period of
thirty-six hours within which to procure another party or other parties
satisfactory to the Representatives to purchase such Designated Securities on
such terms. In the event that, within the respective prescribed period, the
Representatives notify the Company that they have so arranged for the purchase
of such Designated Securities, or the Company notifies the Representatives that
it has so arranged for the purchase of such Designated Securities, the
Representatives or the Company shall have the right to postpone the Time of
Delivery for such Designated Securities for a period of not more than seven
days, in order to effect whatever changes may thereby be made necessary in the
Registration Statement or the Prospectus as amended or supplemented, or in any
other documents or arrangements, and the Company agrees

to file promptly any amendments or supplements to the
Registration Statement or the Prospectus that in the opinion of the
Representatives may thereby be made necessary. The term “Underwriter” as used in
this Agreement shall include any person substituted under this Section 10 with
like effect as if such person had originally been a party to the Pricing
Agreement.

(b) If, after giving effect to any arrangements for the
purchase of the Designated Securities of a defaulting Underwriter or
Underwriters by the Representatives and the Company as provided in
Section 10(a), the aggregate principal amount of such Designated Securities that
remains unpurchased does not exceed one-eleventh of the aggregate principal
amount of the Designated Securities, then the Company shall have the right to
require each non-defaulting Underwriter to purchase the principal amount of
Designated Securities that such Underwriter agreed to purchase under the Pricing
Agreement and, in addition, to require each non-defaulting Underwriter to
purchase its pro rata share (based on the principal amount of Designated
Securities that such Underwriter agreed to purchase under the Pricing Agreement)
of the Designated Securities of such defaulting Underwriter or Underwriters for
which such arrangements have not been made; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the
purchase of the Designated Securities of a defaulting Underwriter or
Underwriters by the Representatives and the Company as provided in
Section 10(a), the aggregate principal amount or Designated Securities that
remains unpurchased exceeds one-eleventh of the aggregate principal amount of
the Designated Securities, as referred to in Section 10(b), or if the Company
shall not exercise the right described in Section 10(b) to require
non-defaulting Underwriters to purchase Designated Securities of a defaulting
Underwriter or Underwriters, then the Pricing Agreement shall thereupon
terminate, without liability on the part of any non-defaulting Underwriter or
the Company, except for the expenses to be borne by the Company and the
Underwriters as provided in Section 6 hereof and the indemnity and contribution
agreements in Section 9 hereof; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.

11. Survival. The respective indemnities, agreements,
representations, warranties and other statements of the Company and the several
Underwriters, as set forth in this Agreement or made by or on behalf of them
pursuant to this Agreement, shall remain in full force and effect, regardless of
any investigation (or any statement as to the results thereof) made by or on
behalf of any Underwriter or any controlling person of any Underwriter, or the
Company or any director or officer or controlling person of the Company, and
shall survive delivery of and payment for the Designated Securities with respect
to which such indemnities, agreements, representations, warranties and other
statements are made or given.

12. Termination. If the Pricing Agreement shall be
terminated pursuant to Section 10 hereof, the Company shall not then be under
any liability to any Underwriter with respect to the Designated Securities
covered by the Pricing Agreement except as provided in Section 7 and Section 9
hereof; but, if for any other reason the Designated Securities are not delivered
by or on behalf of the Company as provided herein, the Company will reimburse
the Underwriters through the Representatives for all out-of-pocket expenses
approved in writing by the Representatives, including fees and disbursements of
counsel, reasonably incurred by the Underwriters in making preparations for the
purchase, sale and delivery of such Designated

Securities, but the Company shall then be under no further
liability to any Underwriter with respect to such Designated Securities except
as provided in Section 7 and Section 9 hereof.

13. Authority of Representatives. In all dealings
hereunder, the Representatives of the Underwriters of the Designated Securities
shall act on behalf of each of such Underwriters, and the parties hereto shall
be entitled to act and rely upon any statement, request, notice or agreement on
behalf of any Underwriter made or given by such Representatives jointly or by
such of the Representatives, if any, as may be designated for such purpose in
the Pricing Agreement.

14. Nature of Underwriters153 Obligations. The Company
acknowledges and agrees that (i) the purchase and sale of the Designated
Securities pursuant to this Agreement and the Pricing Agreement is an
arm153s-length commercial transaction between the Company, on the one hand, and
the several Underwriters, on the other, (ii) in connection therewith and with
the process leading to such transaction each Underwriter is acting solely as a
principal and not the agent or fiduciary of the Company, (iii) no Underwriter
has assumed an advisory or fiduciary responsibility in favor of the Company with
respect to the offering contemplated hereby or the process leading thereto
(irrespective of whether such Underwriter has advised or is currently advising
the Company on other matters) or any other obligation to the Company except the
obligations expressly set forth in this Agreement and the Pricing Agreement and
(iv) the Company has consulted its own legal and financial advisors to the
extent it has deemed appropriate. The Company agrees that it shall not claim
that the Underwriters, or any of them, have rendered advisory services of any
nature or respect, or owes a fiduciary or similar duty to the Company, in
connection with the offering of the Designated Securities contemplated hereby or
the process leading thereto.

15. Notices. All statements, requests, notices and
agreements hereunder shall be in writing, and if to the Company, shall be
delivered or sent by mail, air courier or facsimile transmission (which shall be
effective upon confirmation by telephone) to the address of the Company set
forth in the Registration Statement, Attention: Chief Executive Officer, with a
copy to the General Counsel of the Company; and, if to the Underwriters, shall
be delivered or sent by mail, air courier or facsimile transmission (which shall
be effective upon confirmation by telephone) to the address or addresses of the
Representative or Representatives, as the case may be, as set forth in the
Pricing Agreement; provided, however, that any notice to an Underwriter
pursuant to Section 9(c) hereof shall be delivered or sent by mail, telex or
facsimile transmission (which shall be effective upon confirmation by telephone)
to such Underwriter at its address which, if not set forth in the Pricing
Agreement, will be supplied to the Company by the Representatives upon request.
Any such statements, requests, notices or agreements shall take effect upon the
addressee153s receipt thereof.

16. Persons Entitled to the Benefit of Agreement. This
Agreement and the Pricing Agreement shall be binding upon, and inure solely to
the benefit of, the Underwriters, the Company and, to the extent provided in
Section 9 and Section 11 hereof, the directors and officers of the Company and
each person who controls the Company or any Underwriter, and their respective
successors and assigns (including, in the case of natural persons, their
respective heirs, executors and administrators), and no other person shall
acquire or have any right under or by virtue of this Agreement or the Pricing
Agreement. No purchaser of any of the Securities from any Underwriter shall be
deemed a successor or assign by reason merely of such purchase.

17. Time of Essence. Time shall be of the essence of
the Pricing Agreement. As used herein, “business day” shall mean any day when
the Commission153s office in Washington, D.C. is open for business.

18. Definitive Agreement. This Agreement and the
Pricing Agreement supersede all prior agreements and understandings (whether
written or oral) between the Company and the Underwriters, or any of them, with
respect to the subject matter hereof and thereof.

19. GOVERNING LAW. THIS AGREEMENT AND THE PRICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.

20. WAIVER OF JURY TRIAL. THE COMPANY AND EACH OF THE
UNDERWRITERS HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PRICING AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

21. Counterparts. This Agreement and the Pricing
Agreement may be executed by any one or more of the parties hereto and thereto
in any number of counterparts, each of which shall be deemed to be an original,
but all such respective counterparts shall together constitute one and the same
instrument.

If the foregoing is in accordance with your understanding,
please sign and return to us nine counterparts hereof.


Very truly yours,

WAL-MART STORES, INC.

By:	/s/ Cathy Santoro
	Name:	Cathy Santoro
	Title:	Vice President, Finance and Assistant Treasurer

Accepted as of the date hereof (with respect to, but subject
to the terms of, Pricing Agreements to which the undersigned is or is deemed to
be a signatory):


CITIGROUP GLOBAL MARKETS INC.

By:	/s/ Brian D. Bednarski
	Name:	Brian D. Bednarski
	Title:	Managing Director

GOLDMAN, SACHS & CO.

By:	/s/ Goldman, Sachs & Co.
	(Goldman, Sachs & Co.)

J.P. MORGAN SECURITIES LLC

By:	/s/ Robert Bottamedi
	Name:	Robert Bottamedi
	Title:	Vice President

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By:	/s/ Laurie Campbell
	Name:	Laurie Campbell
	Title:	Managing Director

RBS SECURITIES INC.

By:	/s/ Moshe Tomkiewicz
	Name:	Moshe Tomkiewicz
	Title:	Managing Director


WELLS FARGO SECURITIES, LLC

By:	/s/ Carolyn Hurley
	Name:	Carolyn Hurley
	Title:	Director

ANNEX I

FORM OF PRICING AGREEMENT

, 200



As Representative[s] of the several
Underwriters named in Schedule I hereto
c/o

Ladies and Gentlemen:

WAL-MART STORES, INC., a Delaware corporation (the
“Company”), proposes, subject to the terms and conditions stated herein and in
the Underwriting Agreement, dated April 11, 2011, (the “Underwriting
Agreement”), between the Company, on the one hand, and you, as parties which are
signatories or deemed to be signatories to the Underwriting Agreement, on the
other hand, to issue and sell to the Underwriters named in Schedule I hereto
(the “Underwriters”) the Securities specified in Schedule II hereto (the
“Designated Securities”).

Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Pricing Agreement to the same extent as if such provisions were set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty in Section 2 of the
Underwriting Agreement that refers to the Pricing Prospectus or the Prospectus
shall be deemed to be a representation or warranty as of the date of the
Underwriting Agreement in relation to the Pricing Prospectus or the Prospectus
to the fullest extent applicable and also a representation and warranty as of
the date of this Pricing Agreement in relation to the Pricing Prospectus or the
Prospectus relating to the Designated Securities. Each reference to the
Representatives herein and in the provisions of the Underwriting Agreement so
incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein as
therein defined.

The Prospectus (including a prospectus supplement relating to
the Designated Securities), in all material respects in the form heretofore
delivered to you, is now proposed to be filed with the Commission.

ANNEX I – Page 1

Subject to the terms and conditions set forth herein and in
the Underwriting Agreement incorporated herein by reference, the Company agrees
to issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at the time and
place and at the purchase price to the Underwriters set forth in Schedule II
hereto, the principal amount of Designated Securities set forth opposite the
name of such Underwriter in Schedule I hereto.

ANNEX I – Page 2

If the foregoing is in accordance with your understanding,
please sign and return to us five counterparts hereof, and upon acceptance
hereof by you, on behalf of each of the Underwriters, this letter and such
acceptance hereof, including the provisions of the Underwriting Agreement
incorporated herein by reference, shall constitute a binding agreement between
each of the Underwriters and the Company.


Very truly yours,

WAL-MART STORES, INC.

By:
		Name:
		Title:

ANNEX I – Page 3

Accepted as of the date hereof:


[NAME OF REPRESENTATIVE]

By:
		Name:
		Title:

[[NAME OF REPRESENTATIVE]

By:
		Name:
		Title: ]

		For themselves and as Representative[s] of the several Underwriters named in Schedule I hereto

ANNEX I – Page 4

SCHEDULE I


Underwriter		Principal Amount of Designated Securities to be Purchased
		$

TOTAL		$

Schedule I – Page 1

SCHEDULE II

TITLE OF DESIGNATED SECURITIES:

due
(the “Designated Securities”).

AGGREGATE PRINCIPAL AMOUNT:

of the Designated
Securities.

PRICE TO PUBLIC:

% of the principal amount of the Designated
Securities, plus accrued interest, if any, from .

PURCHASE PRICE TO UNDERWRITERS:

% of the principal amount of the Designated
Securities, plus accrued interest, if any, from ; and the
selling concession shall be % and the reallowance concession shall be
__%, in each case of the principal amount of the Designated Securities.

INDENTURE:

Indenture dated as of July 19, 2005, as supplemented by the
First Supplemental Indenture, dated as of December 1, 2006, between the Company
and The Bank of New York Mellon Trust Company, N.A., as Trustee.

MATURITY:

INTEREST RATE:

% from and including the original
issue date.

INTEREST PAYMENT DATES:

and
of each year, commencing on .

INTEREST PAYMENT RECORD DATES:

and
of each year, commencing on .

REDEMPTION PROVISIONS:

_______________

SINKING FUND PROVISIONS:

OTHER PROVISIONS:

TIME OF DELIVERY:

a.m.,

CLOSING LOCATION:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

NAMES AND ADDRESSES OF REPRESENTATIVES:

__________________

ADDRESSES FOR NOTICES:

__________________

APPLICABLE TIME

(For purposes of Sections 2(d) and 8(c) of the Underwriting Agreement):

[a.m.]
[p.m.],

[LIST OF FREE WRITING PROSPECTUSES

(Pursuant to Section 2(f) of Underwriting Agreement):

__________________

Schedule II – Page 2

OTHER MATTERS:

__________________

Schedule II – Page 3

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